INVESTMENT MANAGEMENT TRUST AGREEMENT

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of March 9, 2007 by and between MEDIA & ENTERTAINMENT HOLDINGS, INC. (the “ Company ”) and Continental Stock Transfer & Trust Company (“ Trustee ”).

WHEREAS, the Company’s Registration Statement on Form S-1, No. 333-128218 (“ Registration Statement ”), for its initial public offering of securities (“ IPO ”) has been declared effective as of the date hereof (“ Effective Date ”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Registration Statement); and

WHEREAS, Lazard Capital Markets LLC (“ Lazard ”) and Ladenburg Thalmann & Co. Inc. (“ Ladenburg ”) are acting as co-representatives (“ Co-Representatives ”) of the underwriters in the IPO; and

WHEREAS, as described in the Company’s Registration Statement, in accordance with the Company’s Certificate of Incorporation, $84,242,000 of the gross proceeds of the IPO $96,618,800 if the underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s common stock, par value $.0001 per share, issued in the IPO, as hereinafter provided.  The amount to be delivered to the Trustee will be referred to herein as the “ Property ”; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “ Public Stockholders ”; and the Public Stockholders and the Company will be referred to together as the “ Beneficiaries ”); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;

IT IS AGREED:

(a)           Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account (“ Trust Account ”) established by the Trustee;

(b)           Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c)           In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund meeting the conditions o[paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940;

(d)           Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein;

(e)           Notify the Company and the Co-Representatives of all communications received by it with respect to any Property requiring action by the Company;

(f)           Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns for the Trust Account;

(g)           Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or the Co-Representatives to do so;

(h)           Render to the Company and the Co-Representatives, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and

(i)           Commence liquidation of the Trust Account only after, and promptly after, receipt of, and only in accordance with, the terms of a letter (“ Termination Letter ”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, and affirmed by counsel for the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided , however , that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary of the closing (“ Closing ”) of the IPO (“ First Date ”), or the 24-month anniversary of the Closing (“ Last Date ”) in the event that a letter of intent, agreement in principle or definitive agreement for a Business Combination has been executed on or prior to the First Date but the Business Combination has not been consummated by the First Date, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto to the stockholders of record on the record date established by the Company for such purpose.  The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter as reasonably practicable and legally permissible.  In all cases, the Trustee shall provide Ladenburg with a copy of any Termination Letters and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives same.  This section may not be modified, amended or deleted under any circumstances; and

(j)           Upon one or more written requests from the Company, which may be given not more than once in any calendar month period, the Trustee shall distribute to the Company interest earned on the Trust Account, net of taxes payable, up to a maximum of $1,800,000.  The distributions requested by the Company may be for any

amount, provided that (i) in the aggregate, all distributions under this Section 1(j) may not exceed $1,800,000 and (ii) such distributions may only be made if and to the extent that interest has been earned and paid on the amount initially deposited into the Trust Account.  No other distributions from the Trust Account shall be permitted except in accordance with Section 1(i), this Section 1(j) and Section 1(k) hereof; and

(k)           If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation.

(a)           Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or Chairman of the Board.  In addition, except with respect to its duties under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b)           Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct.  Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “ Indemnified Claim ”).  The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.  The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, unless such settlement includes a full release with respect to such Indemnified Claim.  The Company may participate in such action with its own counsel; and

(c)           Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 1(i) and 1(j) as set forth on Schedule A hereto, which fees shall be subject to modification by the

parties from time to time.  It is expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(j).  The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date.  The Trustee shall refund to the Company the annual fee (on a pro rata basis) with r